(i) have been prepared in accordance with GAAP; and

 (ii) fairly represent the consolidated financial condition of
 Lessee and its Subsidiaries as at the date thereof;

 (h) FULL DISCLOSURE: its audited financial statements referred to
 in Clause 2.1(g) provided to Lessor by Lessee for the purposes
 of this Agreement do not contain any untrue or materially
 misleading statement of a material fact;

 (i) MATERIAL ADVERSE EFFECT: No event has occurred since December
 31, 2003 which constitutes, or which with the giving of notice
 and/or lapse of time or both would constitute, a contravention
 of, or default under, any agreement or instrument by which
 Lessee or Guarantor or any of their assets are bound or
 affected, being a contravention or default which might either
 have a material adverse effect on the financial condition,
 business, assets or operations of Lessee or Guarantor or on
 their ability to observe and perform their obligations under
 the Transaction Documents;

 (j) TAXES: